Item 18 2023-00791 Contract - Approval of Professional Services Agreements for Hazardous Waste Removal Services (Two-Thirds Vote Required)

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00791 6/27/2023 Consent Item 18.

Contract: Approval of Professional Services Agreements for Hazardous Waste Removal Services (Two-Thirds Vote Required)
File ID: 2023-00791
Location: Citywide
Recommendation: Pass a Motion by two-thirds vote: 1) waiving the requirement for 10-day posting of agreements over $1 million, pursuant to City Code section 4.04.020(c) and Council Rules of Procedure Chapter 7, Section E.2.d and 2) Pass a Motion authorizing the City Manager, or City Manager’s designee, to execute Professional Services Agreements for Hazardous Waste Management Services, each for a term of five years, with 1) NRC Environmental Services Inc. with a cost not to exceed $750,000; 2) Advanced Chemical Transport, Inc. with a cost not to exceed $750,000; 3) PARC Specialty Contractors. with a cost not to exceed $500,000; and with 4) Clean Harbors Environmental Services, Inc. with a cost not to exceed $150,000.

Contact: Sharneel Kumar, 916-808-5872, [email protected], Human Resources Presenter: None
Attachments:
1-Description/Analysis
2-Contract Advanced Chemical Transport, Inc.
3-Contract Clean Harbors Environmental Services, Inc.
4-Contract NRC Environmental Services Inc.
5-Contract PARC Specialty Contractors
Additional Description/Analysis
Issue Detail: The City’s current five-year contract for Hazardous Waste Management Services is expiring June 30, 2023. On March 13, 2023, the City issued the Request for Proposals (RFP) P23081361007 for Hazardous Waste Management, to identify qualified firm(s) to provide quality provision for the increasing need of these essential services, including pick up and disposal of abandoned waste on City streets. Four responsive proposals were received through this RFP. Each proposal was reviewed by a three-person review panel, which included City staff with knowledge and

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File ID: 2023-00791 6/27/2023 Consent Item 18.
understanding of the needs related to the City’s needs for Hazardous Waste Management.

Proposal ratings were based on the evaluation criteria listed in the RFP:

Qualifications and Experience 30
Services Offered 30
Response Time 10
Cost of Services

30 Local Business Enterprise (LBE) 5
Based on the panel’s evaluation of each proposal and subsequent phone interviews with each firm, the panel’s rankings are:
1) NRC Environmental Services Inc.
2) Advanced Chemical Transport, Inc.
3) Clean Harbors Environmental Services
4) PARC Specialty Contractors
Policy Considerations: Council approval is required to execute agreements for services if the amount to be expended under each such agreement is $250,000 or more. This recommendation is consistent with City Code section 3.56 and in accordance with Procurement Policy Number AP-4101 Section 1.1(b).

The Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements, and all agreements greater than $1 million shall be made available to the public at least ten (10) days prior to council action.

Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): This report concerns administrative activities and government fiscal activities that do not constitute a “project” as defined by CEQA Guidelines sections 15378(b)(2) and 15378(b)(4) and are not subject to the provisions of CEQA. (CEQA Guidelines, section 15060(c)(3).)
Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

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File ID: 2023-00791 6/27/2023 Consent Item 18.

Rationale for Recommendation: To continue providing crucial Hazardous Waste Management services beyond the expiration of the current contract, new contracts are necessary. Due to the City’s growing need for Hazardous Waste Management services, including extensive and/or co-occurring need for services, the City recommends approving contracts with each of the four vendors to best meet the needs of the City in its ability to effectively respond to hazmat emergencies and properly manage newly identified waste streams through various operations across the city.

Financial Considerations: The estimated total not-to-exceed amount of $2.15 million for the four contracts, plus any subsequent contracts included through additional sourcing events, will be funded through the Human Resources Department Risk Fund. Funding for future fiscal years beyond FY2023/24 and any supplemental contracts is subject to Council approval.

Local Business Enterprise (LBE): LBE Preference was included in the sourcing event.

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Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #:

CONTRACT NAME: Hazardous Waste Management
CONTRACT PROJECT #:

DEPARTMENT: Human Resources
DIVISION: EHS
CI

TY OF SACRAMENTO
PRO
FESSIONAL SERVICES AGREEMENT*
TH
IS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
Adv
anced Chemical Transport, Inc.
4 Wayne Court, Building 9, Sacramento, CA 95829
(720) 616-0550
(“C
ontractor”), as of the Effective Date, as defined below.

Th
e City and Contractor agree as follows:

1. Ef
fective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.

2. Co
ntract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “ Scope of Services”) and Exhibit B (titled “Payment”).

If the
re is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Servi
ces. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to CITY the services described in Exhibit A (“Services”).

Con
tractor will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services : (a) Contractor notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) C ontractor estimates the additional compensation required for these A dditional Services; and (c) CITY, after no tice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.

CI
TY will have no obligations whatsoever under this Contract or any Supplemental Contract , unless and until this Contract or any Supplemental Contract is approved by the City as required * This form is to be used for all professional services, except services performed by architects, landscape- architects, professional engineers, or professional land surveyors, or services related to a construction project.

Form Approved by City Attorney 9-1-2020 Page 2
by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.

4. P
ayment. CITY shall pay C ontractor at the times and in the manner set forth in Exhibit B.

Contractor shall submit all invoices to CITY in the manner specified in Exhibit B.

5. F
acilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for C ontractor to perform this Contract. CITY shall furnish to Contractor only the facilities and equipment listed below, if any.

6. Ins
urance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C.

7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D.

8. A
dditional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a City construction project, during the design, pre-construction, construction, or post- construction phases of the project, the Contractor and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.

9. No
n-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at:
http
s://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Co
ntractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

C
ontractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.
10 . Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process . A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:
http
s://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Form Approved by City Attorney 9-1-2020 Page 3
The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.

Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

11. L
ocal Business Enterprise Program . The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:
http
s://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Co
ntractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

C
ontractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

12. A
uthority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations.
[
Signatures Page Following Exhibits]

Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1

EXHIBIT A

SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Sharneel Kumar/EHS Manager
City Hall 4th floor, 915 I Street, Sacramento, CA 95614 (916)-808-5872 / [email protected]

The CONTRACTOR Representative for this Agreement is:

Diane White
4 Wayne Court, Building 9, Sacramento, CA 95829
(720) 616-0550 / [email protected]

Unless otherwise provided in this Contract, a ll Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.

2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A.

3. Time of Performance. The Services described in this Contract shall be provided for five years). . Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A.

4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Contract are “Consultants” within the meaning of the Political Reform Act and the City’s Conflict of Interest Code. ____ yes _X_ no [check one]

Contractor shall cause the following to occur within 30 days after execution of this Contract:

(A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and
(B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the City's Conflict of Interest Code.

Thereafter, throughout the term of the Contract, Contractor shall cause these individuals to file with the City Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the City's Conflict of Interest Code. The City may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1

EXHIBIT B

PAYMENT

1. CONTRACTOR’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $750,000.00. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.

2. Billable Rates. Contractor shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.

3. CONTRACTOR’s Reimbursable Expenses. “ Reimbursable Expenses ” are limited to actual expenditures of Contractor for expenses that are necess ary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. No charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation.

4. Payments to CONTRACTOR. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.

A. Payments to C ontractor shall be made within a reasonable time after receipt of Contractor’s invoice, in proportio n to services performed or as otherwise specified in Attachment 1 to Exhibit B. C ontractor may request payment on a monthly basis.

Contractor shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY.

B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]

(2) Postal Mail. If emailing is not an option, mail to:

A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by Contractor must contain the following information:

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (7) Contractor’s remit address
(8) Description of services billed under Invoice
(9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable)

D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. CITY is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above.

5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.

6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completi on of performance, Contractor shall maintain all account ing and financial records related to this Contract , in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice.

7. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of C ontractor’s breach of this section.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1

EXHIBIT C

INSURANCE

1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.

Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.

2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

_X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.

___ No automobile liability insurance is required , and by signing this Contract, C ontractor certifies as follows:

“Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contract or understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non - owned and/or hired autos as appropriate to the operations of the Contractor.”

4. Excess Insurance . The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.

5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

_X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.

___ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.

___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows:

“Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”

6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):

Is _X__ Is not _____ [check one] required for this Agreement.

If required, such coverage must be continued for at least __3__ year(s) following the completion of all Services under this Contract. The retroactive date must be prior to the date this Contract is approved or any Services are performed.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 3

7. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions:

A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it.

B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers.

C. Coverage shall state that Contractor's insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms.

8. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.

9. Verification of Coverage.

A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand.

B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564

C. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564

D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 4

10. Subcontractor Insurance Coverage . Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor.

A. It is understood and agreed that C ontractor (including Contractor’s employees) is an independent contractor and that no relationship of employer -employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisi ons of this Contract, and C ontractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer -employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract.

B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by C ontractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the C ontractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract , the CITY does not require that C ontractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing.

C. If, in the performance of this Contract , any third persons are employed by C ontractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by C ontractor.

It is further understood and agreed that C ontractor will issue W -2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors.

D. The provisions of this s ection will survive any expiration or termination of this Contract .

Nothing in this Contract creates an exclusive relationship between CITY and C ontractor.

Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 2

2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and sh all maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for C ontractor to practice its profession or fulfill the terms of this Contract , including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.

3. Time. Time is of the essence in the performance of this C ontract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

4. CONTRACTOR Not Agent. Except as CITY may specify in writing, C ontractor and Contractor’s personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind CITY to any obligations whatsoever.

5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the CITY’s interests or that would in any way hinder C ontractor’s performance under this Contract .

Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent.

Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the CITY, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee.

6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.

7. Confidentiality of CITY Information. During performance of this Contract, Contractor may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer li sts, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY.

Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the City’s prior written consent.

In addition, Contractor must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by C ontractor of this section is a material violation of this Contract and shall justify legal and equitable relief.

8. CONTRACTOR Information.

A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY.

B. Contractor shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify C ontractor not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding . However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract.

C. All proprietary and other information received from Contractor by CITY, whether received in connection with Contractor’s proposal to CITY or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; prov ided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information.

D. The parties understand and agree that any failure by Contractor to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by C ontractor, and the information will be disclosed by CITY in accordance with the Public Records Act.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 4

9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract.

10. Standard of Performance. C ontractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract . All products that Contractor delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in C ontractor’s profession.

Contractor shall assign only competent personnel to perform on its behalf under this Contract.

11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.

12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption

13. Term; Suspension; Termination.

A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.

B. CITY shall have the right at any time to suspend C ontractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract , as specified in the notice.

C. The CITY shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice , Contractor shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract:

(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.

(2) The CITY shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided , however, CITY shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.

14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made.

15. Indemnity.

A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents,

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 6 servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor.

B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the Contractor Information Section, above.

C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

16. Funding Availability.

A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.

B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.

C. This Section shall govern over any other contrary provision of the Contract.

17. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself, its assignees and successors in interest, agrees as follows:

A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.”

B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.

C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all proc urement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance: In the event of nonco mpliance by Contractor with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including:

(1) Withholding of payments to Contractor under this Contract until Contractor complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.

F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the CITY join such litigation to protect the City’s interests.

18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract . No alteration to the terms of this Contract shall be valid unless approved in writing by Con tractor, and by CITY, in accordance with applicable provisions of the Sacramento City Code.

19. Modification of Contract . The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A , or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.

20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.

21. Waiver. Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 8

22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

23. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this inte rest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the CITY. Any attempted or purported assignment without CITY’s written consent shall be void and of no effect.

24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above.

25. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

26. Debarment Certification
A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds:

(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency;

(2) Has not within a three -year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony;

(3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or

(4) Has not, within a three -year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 9

(5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.

B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, o r voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City.

C. Exceptions will not necessarily result in denial of recomme ndation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.

D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

Form Approved by City Attorney 9-1-2020 Exhibit E - Page 1

EXHIBIT E

ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES

The Services provided under this Contract include land surveying, material testing, or inspection services provided for a City construction project during the design, pre -construction, construction, or post- construction phases of the project. Therefore, the services include “Public Work” under the California Labor Code and is subject to the following requirements:

A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code S ection 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code S ection 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner.

Contractor shall include these requirements in every subcontract.

This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code S ection 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative.

B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5.

Further information can be found on DIR’s website at http://www.dir.ca.gov/Public - Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the CONTRACTOR’s and subcontractors’ obligation to comply in all respects with all other applicable laws an d regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors.

Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR

Form Approved by City Attorney 9-1-2020 Exhibit E - Page 2 registration number(s). The Contractor’s current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.

To be completed by the City Representative if this Agreement is for the performance of any Public Work:

Contractor DIR registration #: _N/A_

C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor ack nowledges and represents that Contractor is aware of the provisions of S ection 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the p rovisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.

D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.

E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.

F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.

G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub -agreement for any subcontractors performing work under this Contract.

Atachment 1 to Exhibit A
Scope of Services
CONTRACTOR will work with CITY Environmental Health & Safety staﬀ to provide management of hazardous waste services, which includes tes�ng, proﬁling, remedia�on, collec�on, storage, handling, packaging, documenta�on, transfer, disposal, and safely transpor�ng hazardous waste to a facility to proper disposal in compliance with applicable DOT regula�ons.

Sources of hazardous waste can include any of the following:

Abandoned hazardous waste discovered in the public right-of-way that is collected and transported to City Corpora�on Yards by City personnel and stored un�l retrieved by the contractor for proper disposal. This waste typically includes paint, aerosol paint, acetone, used motor oil, used an�freeze, pool chemicals, gasoline, diesel fuel, various lights (ﬂuorescent lights, halogen, LED, etc.), adhesives, solvents, propane tanks, helium tanks, and household cleaning chemicals.

Hazardous waste generated through daily opera�ons from various departments including Public Works and U�li�es. This waste typically consists of absorbents materials contaminated with automobile ﬂuids from traﬃc collisions and vehicle maintenance shop opera�ons, an�freeze, oil ﬁlters, paint and paint products, sodium ﬂuoride from water treatment opera�ons, cleaning chemicals, lights, and ballasts Accidental spills or discharges in the public right-of-way, local waterways, or on City-owned property, which require contractor's emergency response to clean up and remediate as determined by the City. This may involve automo�ve ﬂuids spilling into the storm drain and needing to be jet cleaned and extracted.

CONTRACTOR shall:
• C
omply with all per�nent state and federal laws and regula�ons governing the safe clean-up, storage, collec�on, iden�ﬁca�on, handling, packaging, documenta�on, transport, transfer, and disposal of hazardous waste. Be responsible for maintaining knowledge of any and all changes to applicable and regula�ons.
• Iden�fy and segregate all unknown chemicals and wastes, and/or provide advice to staﬀ regarding proper segrega�on and chemical compa�bility. This may, at �mes, require an urgent onsite response by the contractor and/or immediate assistance over the phone. • Safely and properly segregate, package, and label all hazardous waste materials for transport and disposal in accordance with DOT regula�ons within the required �meframes. In most cases this will be within 90 days.
• Classify and label all abandoned hazardous waste collected by City personnel from the public right-of-way and brought back to the City Yard.
• Respond and perform collec�on with 48 hours of a non-emergency request for service. • Provide invoices and suppor�ng documenta�on within 30 days of providing services. • Provide all necessary documenta�on, such as copies of the uniform hazardous waste manifest throughout the disposal process to ensure regulatory compliance and appropriate repor�n g
�
meframes can be met.

Price Reference Sheet - Abandoned Hazardous Waste
(Illegally Dumped)
Item
Number Waste Category
Cost Per
Gallon
Cost Per
Pound
Cost Per
Unit
Disposal
Method*

FLAMMABLES
1 Flammable Liquids $311.71 55G FB
2 Bulked Flammable
Liquids
$202.46 55G FB
3 Flammable Solids $1.43 FB
4 Oil-Based paints $311.71 55G FB
POISONS (excluding
aerosols)
5 Pesticides $514.81 55G LF
6 Others (Pesticide Solids) $345.02 55G LF

CORROSIVES
7 Inorganic Acids $422.24 55G NE
8 Organic Acids $422.24 55G NE
9 Inorganic Bases $402.94 55G NE
10 Organic Bases $420.94 55G NE

OXIDIZERS
11 Neutral Oxidizers $496.41 5G LB
12 Inorganic Peroxides $496.41 5G LB
13 Organic Peroxides $496.41 5G LB
14 Oxidizing Acids $496.41 5G LB
15 Oxidizing Bases $496.41 5G LB
16 Solid Oxidizers $496.41 5G LB
17 Others

AEROSOLS
18 Corrosive Aerosols $269.98 55G RC
19 Flammable Aerosols $269.98 55G RC
20 Poisonous Aerosols $269.98 55G RC
21 Aerosol Cans $269.98 55G RC

E-WASTE
22 TV's $0.66 RC
23 Computers $0.66 RC
24 Monitors $0.20 RC
25 Printers $0.66 RC
26 VCR's $0.66 RC
Atachment 1 to Exhibit B
Payment
Item
Number Waste Category
Cost Per
Gallon
Cost Per
Pound
Cost Per
Unit
Disposal
Method*
27 DVD Players $0.66 RC
28 Cell Phones $0.66 RC
29 Telephones (Landline) $0.66 RC
30 Copiers $0.66 RC
31 Fax Machines $0.66 RC
32 Radios $0.66 RC
33 Microwaves $0.66 RC
34 Toner Cartridges Non RCRA $118.48 55G LF
35 Small Portable Devices $0.66 RC
36 Other
OTHERS
37 Oil-Based Paints $259.21 55G FB
38 Latex Paints $135.80 55G RC
39 Antifreeze $135.88 55G RC
40 Alkaline Batteries $0.95 RC
41 Lead Acid Batteries $0.08 RC
42 Lithium Batteries $4.08 RC
43 Lithium-Ion Batteries $0.33 RC
44 NiCad Batteries $0.78 RC
45 Mercury (Metallic) $76.62 RC
46 Mercury (in
Items/Debris)
$638.75 5G RC
47 Propane Cylinder $1.38 RC
48 Helium Cylinder $1.38 RC
49 Fire Extinguishers $1.38 RC
50 Dichloropropionanilide $91.00 5G LB
51 R-22 Refrigerant $55.00 5G RC
52 Gasoline and Water $202.46 55G FB
53 Used Diesel Fuel $135.80 55G FB
54 Used Diesel Oil $135.80 55G RC
55 Used Motor Oil $127.15 55G RC
56 Reactives $287.50 5G LB
57 Reactives when Wet 287.50 5G LB

NON-HAZARDOUS
(MISC)
58 Car Tires $6.42 RC
59 Truck Tires $17.66 RC
60 Used Cooking Oil $135.80 RC
*Key:

RC Recycling
NE Neutralization
FB Fuel Blending
IN Incineration
LF Landfill
LB Lab Pack
BU Bulk
BGB Gaylord Box
LO Loose Pack
Price Reference Sheet - City Generated Hazardous Waste
Item
Number Item Description Container Size
Price each/per ft./
per container/
per drum Total Price
1 Fluorescent Light Tube - 4 ft. Box $0.96/LB $14.40
2 Fluorescent Light Tube - 8 ft. Box $0.96/LB $19.20
3 Fluorescent Light Tube - 5 ft. Box $0.96/LB $16.00
4 U-Tubes & Circular Lamps Box $0.96/LB $28.80
5 HID Lamps - High Pressure Sodium,
Mercury-Vapor, Metal-Halide
Box $3.99/LB $79.80
6 CFL's Box $0.96/LB $28.80
7 Ballasts (miscellaneous sizes) 55G $204.44 $204.44
8 Used Motor Oil 55G $135.80 $135.80
9 Used Motor Oil Filters
55G $118.48 $118.48
10 Antifreeze 55G $135.80 $135.80
11 Sodium fluoride - water treatment 55G $422.24 $422.24 12 Asphalt Emulsifier 55G $135.80 $135.80
13 Tack Oil (used for pothole repairs) 55G $135.80 $135.80 14 Used Latex paint 55G $125.00 $125.00
15 Absorbent from Motor Vehicle
Accident Cleanup
55G $118.48 $118.48
Additional Charges

1. Lab Testing/Identification of Unknown Substances $150.00 Per Test

2. Hazmat Technician $70.00 Per Hour

3. Hazmat Supervisor $90.00 Per Hour

4. Hazmat Driver/Transportation $85.00 Per Hour

5. Hazmat Site Safety Officer $94.00 Per Hour

6. Emergency-Urgent Response $198.00 Per Hour
(Monday-Thursday from 7 am to 6 pm – normal business hours)

7. Emergency-Urgent Response $297.00 Per Hour
(Monday-Thursday from 6 pm to 7 am – after hours)

8. Emergency-Urgent Response $396.00 Per Hour
(Friday through Sunday + Holidays)

9. Training of City Staff as requested $125.00 Per Hour

10. 55 Gallon Drum (New) $97.50 Each

11. 55 Gallon Drum (Reconditioned) $62.58 Each

12. 30 Gallon Drum (New) $66.00 Each

13. 30 Gallon Drum (Reconditioned) $48.83 Each

14. 10 Gallon Drum $149.25 Each

15. 5 Gallon Drum $31.31 Each

16. 5 Gallon Pail $15.27 Each

17. Absorbent Material (List type used)ABSORBAL $7.88 Each

18. Plastic Sheets (Per Roll) $150.00 Each

19. Hazardous Waste & Non-Hazardous Waste Labels $60.00 Pack

20. Other (List) $
(Rev. 11-1-19)
A
pproval Recommended By: Approved As To Form By:

P roject Manager City Attorney
A
pproved By: Attest:

____________________________________
C ontractor City Clerk
A
pproved By:
,
C
ity of Sacramento
Shawn Ball, VP Commercial Div. (Jun 9, 2023 10:05 PDT)
Shawn Ball, VP Commercial Div.

Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #:

CONTRACT NAME: Hazardous Waste Management
CONTRACT PROJECT #:

DEPARTMENT: Human Resources
DIVISION: EHS
C

ITY OF SACRAMENTO
P
ROFESSIONAL SERVICES AGREEMENT*
T
HIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
C
lean Harbors Environmental Services, Inc.
42, Longwater Drive, Norwell, MA-02061
(800) 282-0058
(“
Contractor”), as of the Effective Date, as defined below.

T
he City and Contractor agree as follows:

1. E
ffective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.

2. C
ontract Documents. All exhibits and documents a ttached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “ Scope of Services”) and Exhibit B (titled “Payment”).

I
f there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Ser
vices. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to CITY the services described in Exhibit A (“Services”).

Co
ntractor will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services : (a) Contractor notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) C ontractor estimates the additional compensation required for these A dditional Services; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.

C
ITY will have no obligations whatsoever under this Contract or any Supp lemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required * This form is to be used for all professional services, except services performed by architects, landscape- architects, professional engineers, or professional land surveyors, or services related to a construction project.

Form Approved by City Attorney 9-1-2020 Page 2
by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.

4. Payment. CITY shall pay C ontractor at the times and in the manner set forth in Exhibit B.

Contractor shall submit all invoices to CITY in the manner specified in Exhibit B.

5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for C ontractor to perform this Contract. CITY shall furnish to Contractor only the facilities and equipment listed below, if any.

6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C.

7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D.

8. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a City construction project, during the design, pre-construction, construction, or post- construction phases of the project, the Contractor and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.

9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process . A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

11. Local Business Enterprise Program . The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations.

[Signatures Page Following Exhibits]

Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1

EXHIBIT A

SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Sharneel Kumar/EHS Manager
City Hall 4th floor, 915 I Street, Sacramento, CA 95614 (916)-808-5872 / [email protected]

The CONTRACTOR Representative for this Agreement is:

George L. Curtis, EVP Pricing and Proposals
42, Longwater Drive, Norwell, MA-02061
(800) 282-0058

2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A.

Contractor shall cause the following to occur within 30 days after execution of this Contract:

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1

EXHIBIT B

PAYMENT

1. CONTRACTOR’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $150,000.00. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.

3. CONTRACTOR’s Reimbursable Expenses. “ Reimbursable Expenses ” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. No charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation.

4. Payments to CONTRACTOR. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.

A. Payments to C ontractor shall be made within a reasonable time after receipt of Contractor’s invoice, in proportion to services performed o r as otherwise specified in Attachment 1 to Exhibit B. C ontractor may request payment on a monthly basis.

Contractor shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY.

B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]

(2) Postal Mail. If emailing is not an option, mail to:

A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by Contractor must contain the following information:

6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completi on of performance, Contractor shall maintain all accounting and financial records related to this Contract , in accordance with generally ac cepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice.